Terms of Use

Effective Date

September 1, 2019

Welcome to eclipse.vc.  Please read on to learn the rules and restrictions that govern your use of our website(s) and application(s) (the “Services”).  If you have any questions, comments, or concerns regarding these Terms of Use (the “Terms”) or the Services, please contact us at admin@eclipse.vc.

These Terms are a binding contract between you and Eclipse Ventures, LLC (“Eclipse,” “we” and “us”).  You must agree to and accept all of the Terms, or you don’t have the right to use the Services; your using the Services means that you agree to all of these Terms.  These Terms include the provisions in this document, as well as those in our Privacy Policy.  The Services may change, so these Terms may need to change as well.  We reserve the right to change these Terms at any time.   You should check these Terms periodically for modifications. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.  If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Privacy; Non-Confidentiality of Submissions

We take the privacy of our users very seriously.  Eclipse’s use of any information you provide via the Site shall be governed by these Terms and our Privacy Policy available here. You are solely responsible for the accuracy and content of such information. By submitting information or materials to Eclipse, you understand, acknowledge and agree that such information and/or materials will not be treated as confidential or proprietary, except with respect to Personal Information as described in the Privacy Policy. Eclipse undertakes no obligation to review information submitted by you, or to return such information to you. Eclipse and/or its affiliated funds may receive information that is similar to information you submit, or may have already received information containing ideas and plans that are the same as or similar to ideas and plans contained in information you submit to us. In no event shall Eclipse or its affiliated funds be limited in, or restricted from, the pursuit of any opportunities, either alone or with third parties.

Use Restrictions

You represent and warrant that you are of legal age to form a binding contract and that you will only use the Services for your own personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you.

You represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:

Infringes or violates the intellectual property rights or any other rights of anyone else (including Eclipse);

  • Violates any law or regulation, including any applicable export control laws;
  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  • Violates the security of any computer network, or cracks any passwords or security encryption codes;
  • Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  • “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (defined below) through use of manual or automated means;
  • Copies or stores any significant portion of the Content; or
  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

We reserve the right, in our discretion and at any time, to remove any Content from the Services, suspend or discontinue any part of the Services, introduce new features or impose limits on certain features, or restrict access to parts or all of the Services.

Content Ownership and Licenses

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws.  You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Eclipse’s) rights.  You understand that Eclipse owns the Services.  You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or commercially exploit any of the Services.  If you contact us or provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “User Submission”), then you grant Eclipse a license to use and exercise all rights in that User Submission, in connection with the Services and/or otherwise in connection with Eclipse’s and its affiliates’ business(es).

The Services may contain links or connections to third party websites or services that are not owned or controlled by Eclipse, which may include those that are operated by portfolio companies of Eclipse or its affiliates (including affiliated funds). When you access third party websites or use third party services, you accept that there are risks in doing so, and that Eclipse is not responsible for such risks, regardless of whether or not Eclipse or its affiliates has an investment relationship with the entity offering such site(s) or service(s).  We encourage you to be aware when you leave the Services and to read the terms of use and privacy policy of each third party website or service that you visit or utilize.

Eclipse has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services.  In addition, Eclipse will not and cannot monitor, verify, censor or edit the content of any third party site or service.

By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Warranty Disclaimer

THE SERVICES AND CONTENT ARE PROVIDED BY ECLIPSE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Eclipse (or its licensors, suppliers or affiliates, including affiliated funds) be liable to you or to any other person for any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction or (b) any matter beyond our reasonable control.  Some states do not allow the exclusion or limitation of certain damages, so the above limitation and exclusions may not apply to you.

Indemnity

You agree to indemnify and hold Eclipse, its affiliates (including affiliated funds), officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or related to any third party claims relating to your violation of these Terms.

Miscellaneous 

 You may not assign, delegate or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without Eclipse’s prior written consent.  We may transfer, assign, or delegate these Terms and our rights and obligations without consent.   These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof.  For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Santa Clara County, California, or the Northern District of California.  If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  There are no third party beneficiaries intended under these Terms.  These Terms are the only agreement between the parties with respect to the subject matter herein; provided, however, that these Terms do not supersede any other agreements we may have with you with respect to different subject matter.  Except for changes to the Terms by us (as described herein), no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.